Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.
Appears in 42 contracts
Samples: Agreement (Dispatch Management Services Corp), Dispatch Management Service Corp (Dispatch Management Services Corp), Agreement (Dispatch Management Services Corp)
Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to own, lease and operate own its properties and to carry on its business as now being conducted. The Company conducted and is duly qualified to do business and is in good standing to conduct business in each jurisdiction in which the business it is conductingfailure to be so qualified would have a material adverse effect on the business, assets or condition (financial or otherwise) of the operationCompany and its subsidiaries, ownership or leasing of its properties, makes such qualification necessarytaken as a whole.
Appears in 15 contracts
Samples: Common Stock Purchase Agreement (Peregrine Pharmaceuticals Inc), Common Stock Purchase Agreement (Peregrine Pharmaceuticals Inc), Common Stock Purchase Agreement (Peregrine Pharmaceuticals Inc)
Organization, Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and existing, and, as of the date of this Agreement, in good standing under the laws Laws of the State of Delaware Delaware, and has all the requisite corporate power and authority to own, lease lease, operate and operate otherwise hold its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.
Appears in 9 contracts
Samples: Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp), Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp), Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp)
Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.
Appears in 5 contracts
Samples: Exchange and Extension Agreement (EMAK Worldwide, Inc.), Warrant Exchange Agreement (Crown Emak Partners LLC), Warrant Exchange Agreement (Equity Marketing Inc)
Organization, Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being contemplated to be conducted. The Company is duly qualified to transact business as a foreign corporation and is in good standing to conduct business in each any jurisdiction in which the business it is conductingfailure to do so would have a material adverse effect on its business, or the operation, ownership or leasing of its properties, makes such qualification necessaryprospects or condition (financial or otherwise).
Appears in 5 contracts
Samples: Note and Warrant Purchase Agreement (Communication Intelligence Corp), Note and Warrant Purchase Agreement (Communication Intelligence Corp), Note and Warrant Purchase Agreement (Communication Intelligence Corp)
Organization, Standing and Power. The Company is a corporation duly organizedincorporated, validly existing existing, and in good standing under the laws Laws of the State of Delaware Delaware, and has all the requisite corporate power and authority to own, lease lease, operate and operate otherwise hold its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.
Appears in 4 contracts
Samples: Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp), Convertible Promissory Note Purchase Agreement (Kingfish Holding Corp), Convertible Promissory Note Purchase Agreement (Kesselring Holding Corporation.)
Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted. The Company conducted and is duly qualified and to do business and, where applicable as a legal concept, is in good standing to conduct business as a foreign corporation in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.in
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Aspect Medical Systems Inc), Agreement and Plan of Merger (Aspect Medical Systems Inc)
Organization, Standing and Power. The Company is a corporation duly organized, validly existing formed and in good standing under the laws of the State state of Delaware and Delaware. The Company has all requisite power and authority to own, lease conduct its respective businesses as presently conducted by it and operate its properties to enter into and perform this Agreement and to carry on its business as now being conductedout the transactions contemplated by this Agreement. The Company is duly qualified to do business as a foreign corporation doing business in each state or other jurisdiction in which it owns or leases real property and where the failure to be so qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessarywould have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Searchhelp Inc), Securities Purchase Agreement (Searchhelp Inc)
Organization, Standing and Power. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being contemplated to be conducted. The Company is duly qualified to transact business as a foreign corporation and is in good standing to conduct business in each any jurisdiction in which the business it is conductingfailure to do so would have a material adverse effect on its business, or the operation, ownership or leasing of its properties, makes such qualification necessaryprospects or condition (financial or otherwise).
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (iSign Solutions Inc.), Note Purchase Agreement (iSign Solutions Inc.)
Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The Company is duly qualified to do business, and is in good standing to conduct business standing, in each jurisdiction in which where the business it is conducting, character of its properties owned or held under lease or the operation, ownership or leasing nature of its properties, activities makes such qualification necessary.
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Organization, Standing and Power. The Company is duly organized, -------------------------------- validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite power and authority to own, lease enter into and operate perform its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessaryobligations under this Agreement.
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Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite power and authority to own, lease and operate its properties and assets and to carry on conduct its business as now being conducted. The Company conducted and currently proposed to be conducted and is duly qualified and to do business in good standing to conduct business in each jurisdiction those foreign jurisdictions in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessaryis required, except where any failure to so qualify or be in good standing would not result in a Material Adverse Effect.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Digital Generation Systems Inc)
Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all requisite power and authority to own, lease enter into and operate perform its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessaryobligations under this Agreement.
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Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Company has all requisite the corporate power and authority to own, lease and operate own its properties and to carry on its business as now being conducted. The Company is duly qualified has made available true and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing correct copy of its propertiesArticles of Incorporation and Bylaws, makes such qualification necessaryeach as amended to date, to TPI.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Transformation Processing Inc)
Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full power and authority to enable it to own, lease and operate or otherwise hold its properties and to carry on its business as now being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessaryassets.
Appears in 1 contract
Samples: Stock Subscription Agreement (Advanced Technology Industries Inc)
Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and otherwise hold and operate its properties assets and to carry on its business as now it is currently being conducted. The Company is duly qualified and in good standing to conduct business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary.
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Organization, Standing and Power. The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite full corporate power and authority to own, lease and operate conduct its properties and to carry on its business businesses as now being presently conducted. The Company is duly qualified and in good standing to conduct do business in each jurisdiction in which where the nature of its business it is conducting, or the operation, ownership or leasing of its properties, properties makes such qualification necessary, except where the failure to be so qualified would not subject the Company to any material liability or disability.
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